


Alpha Ben: Nanomachines Ben

by Silent_Soul_Ken



Series: Alpha Ben [3]
Category: Ben 10 Series
Genre: Balls Expansion, Big Balls, Big Breasts, Big Butt, Breast Expansion, Butt Expansion, Cum Inflation, F/M, Growth, Huge Breasts, Huge Butt, Hyper Butt, Lactation, Multi, Penis expansion, Possession, big penis, hyper balls, hyper breasts, hyper penis
Language: English
Status: Completed
Published: 2020-10-08
Updated: 2020-10-08
Packaged: 2021-03-07 23:00:36
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Underage
Chapters: 1
Words: 7,879
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26885521
Author URL: https://archiveofourown.org/users/Silent_Soul_Ken/pseuds/Silent_Soul_Ken
Summary: Continuing off from ‘Charmed, I’m sure’, Ben and the gang go to meet up with an old friend of Max. While there Ben meets a girl who has a powerful and free forming ability that she puts to some very good use; will she win Ben from Gwen?
Relationships: Ben Tennyson/Elena Validus, Ben Tennyson/Gwen Tennyson
Series: Alpha Ben [3]
Series URL: https://archiveofourown.org/series/1804399
Comments: 3
Kudos: 24





	Alpha Ben: Nanomachines Ben

Ben sat with Gwen in a single bed, Gwen resting on Ben as she read a book of spells while Ben fiddled with the Omnitrix. Up front, their Grandpa drove down a residential area heading for an old friend’s place. Max was quite proud of the two, they had just finished off fighting Animo and instead of bickering they had reacted quite warmly with each other… in fact ever since the fight with Charmcaster they had been very… close. It might’ve been his imagination but he felt they were closer than they should be… but he was old and maybe he just imagined it, or maybe modern sensibilities were just different then his own; he tried not to judge and be open minded.

Ben glanced at Grandpa Max then leaned in and licked the back of Gwen’s neck, causing a shudder to run down her spine. She leaned even more into his chest while she felt his dick bumping her butt. “Stop, we’ll get caught...” She purred in a low voice.

Ben smiled, “Can’t help it, she’s doing a real good job.”

Ben was referring the fact that under his pants a tiny Charmcaster was grinding her body against Ben’s massive schlong. The two had found that Charmcaster was best used as stimulation in secret via her being tiny and forced to get them off. Charmcaster was of course pissed off but there was nothing she could do when she was threatened with being turned into a fleshlight by Ben or used as a dildo by Gwen. Especially since Gwen had taken a good portion of her magical powers.

Max slowed the RV as he pulled into the driveway of a large house. “Alright you two, we’re here.” He called back.

Ben and Gwen looked up, “Where are we exactly?” The former asked.

Max smiled, “We’re at an old friend of mine’s place, his name is VIctor Validus; you might remember the last name.”

Ben thought for a few seconds before it clicked into place.

He nodded, “Oh yeah, Elena! It’s been awhile.” He commented.

As he said this Gwen remembered too. Elena had black hair, light skin, and had a sizable crush on Ben… not that Ben knew, as dense as he was.

Ben looked at his grandpa, “We’ll catch up in a bit, we’ll round up our stuff.”

Max shrugged and left the RV, content to let them do their thing while he reconnected with an old friend.

Gwen moved from Ben while Ben pulled his pants up then down and he looked at Charmcaster, who was gagging slightly from the barrage of pre-cum drooling all over her, “Sorry, but I gotta pound out a quick one.” He half heartedly apologized as he grabbed her and, without preamble, forced her straight down onto his cock, all the way to the base without slowing or hesitating.

Normally it would’ve been impossible for her to take his schlong, especially since she was about as big as a Barbie Doll toy. However thanks to Gwen they had found a spell where she could be stretched much like a condom.

And that is exactly what happened, her body stretched over his length and she gasped as she felt her pussy distort to make do.

If that wasn’t enough, Gwen meanwhile grabbed her top and pulled it up, releasing her huge breasts. Another trick she picked up from Charmcaster; a spell that could make her breasts seem normal so long as she was wearing a shirt above it. Each boob was a few inches short of basketball sized with the perfect mix of sag and perk. She mashed her boobs against his dick and in turn with his own raising and lowering gave him a boobjob. She was also smothering Charmcaster, but neither paid her any mind

With the double stimulation it wasn’t long until Ben was cumming, grunting as his dick bulged then his balls clenched and began to unload their massive load into Charmcaster. Her body inflated comically like a balloon as a result, but he continued blasting her insides with spurt after spurt, heedless of how round she became.

Gwen frowned as Charmcaster’s tiny body selfishly refused to release any of the seed blasted into it; at this rate she wouldn’t swallow the tasty load... but she would make do till they were through with this visit.

As for Charmcaster when Ben finished she was about the size of a basketball, but thanks to magic the cum would be absorbed into her body, and for a short while her bust and butt would receive a huge boost in growth. When Ben finished he put his pants back on and grabbed the large jar that was Charmcaster’s home and stuffed her inside. Then he gave her to Gwen, who stuffed the bloated witch into her bag and the two got up and headed outside. The house was large it was two floors and was large… matter of fact it could even be called a mansion without exaggerating.

Ben blinked, “Big place.” He commented as he headed to the front door, Gwen close behind. The two went through the open doors with a bit of effort, the large, heavy doors providing some resistance from sheer weight. They heard chuckling and following the sound they saw their Grandpa talking to a large man.

He looked at the two, “Ah Victor, this is Ben and Gwen, you remember them right?”

They looked at the man. Much like Max, Victor was quite portly, but if he was a friend of Max’s then he wasn’t just some ordinary chubby guy. He had a squarish jaw and black hair, he currently wore a smart suit with high quality pants. He was also caucasian, though he was tanned a bit.

He smiled, “Ben, good to see you! And you too Gwen! Elena!” He called. There was the sound of running footsteps from above and from the door they had come through a girl appeared. She had short black hair, light skin, and was wearing a shirt and skirt combo. She looked at Gwen with a face of mild disgust but upon seeing Ben her face lit up.

She rushed to him and shouted, “Ben!” before she hugged him tightly. Ben was thankful that he was flaccid now and his monster schlong was hidden away. Not that she had much to offer, her body featuring the typical kid curves.

Max smiled then turned to his friend, “So Victor, how’s the other thing going?” He said and the two turned and walked away talking quietly.

Ben eventually freed himself from Elena and looked at her, “Hey. it’s been a while huh?”

She smiled, “You remember me!”

Gwen pushed her way forward, “Hey Elena.”

Elena looked at her cooly, “Gwen.” she muttered, followed by silence as they looked at each other.

Then Ben got between them, “Oh-KAY, let’s break this up!” he insisted, “Gwen… we’ll talk later.”

She scowled but nodded.

Elena watched this curiously… “Since when were you two buddy-buddy?” She asked hotly.

Ben smiled, “Eh we got to know each other last month… we… compliment each other.” he said delicately but without detail.

Gwen smiled, a touch smug “Let’s just say we put aside our differences a bit and have come to enjoy each other’s company.”

Elena looked angry for a split second then she smiled, “Hey let’s go outside, it’s kinda stuffy in here.” She suggested before she marched for the front door with Ben and Gwen behind her.

**-Max and Victor-**

Max looked at the glass rooms that contained hundreds of flying chip-like devices, “A hive mind huh?” He guessed.

Victor nodded, “Yes so far we’re able to give them some simple commands repairing broken devices, creating new equipment… but they refuse more complex commands… which could mean they require a Queen of some sort.”

Max frowned, “And you haven’t found her?” He asked.

Victor shook his head, “May I remind you that we only have so many of these when they crashed here? Most of them were destroyed by the heat of re-entry. It’s possible the Queen either didn’t survive or wasn’t part of it. We still don’t know that much about these Nanochips; where they come from, how much is technology how much is biology.” He explained, Max rubbed his chin thinking, “However we have hypothesized that a human could become a ‘Queen’ for the nanochips.”

Max looked concerned at that, “Possible. but what if they reject the new queen?” He wondered, “I’m not going to be responsible for sending someone to their death just to gain control of this technology.”

Victor nodded, “It’s understandable… I wouldn’t want to needlessly risk someone myself… but if we want to see the full potential of this experiment we need to make a choice.” He pointed out.

Max was silent as he thought, “I’m not sure about this… but… this technology could prove revolutionary.” He closed his eyes and paced, Victor watching him unblinkingly, “Do you have certain subjects in mind?” He eventually asked.

Victor shook his head, “No, I felt you would’ve refused, so I haven’t thought any further.” he commented honestly.

Max sighed, “Normally I would refuse but this is a critical moment, you will provide one volunteer, just one, and we’ll go from there.”

Victor nodded, “Understood.” he complied, and went to search for possible volunteers.

Max turned his gaze to the Nanochips flying about, “Let’s hope this works.” he said, it was then he heard a tapping sound. He turned to the source curious, but he was greeted with silence. He stood there then shrugged and headed for the lab exit.

**-Ben, Gwen and Elena-**

“...then I grabbed Animo and tossed him straight into the mud pit!” Ben said as Fourarms, pretending to throw a Javelin. A green flash and he was back to normal the three of them were outside near the woods, by a small little picnic area with several wooden tables and benches and a small grill. They were mostly out of sight from the rest of the small village.

Ben smirked as Elena clapped her hands, “Wow Ben!” she said. impressed, Ben had been going on about the battles he and Gwen had been in with his Omnitrix. Gwen watched silently… her eyes glued on Elena. She could tell that the girl still had a crush on Ben, if anything it was stronger now, the corner of her mouth twitched with the twinge of jealousy.

She then reminded herself, _‘She has nothing she can offer Ben.’_ and was smug in her assumption.

Ben then had an idea, “Hey wanna check out my newest alien?” He asked.

This caught both girls by surprise, “New Alien?” They both said, Ben nodded.

“Sure thing,” Gwen shrugged, “Got a name for it?”

Ben shook his head. “Nah I haven’t used it yet looks cool though.”

He grabbed the Omnitrix switched it then slammed it down. He became green light and his body changed, it became bigger, and bulkier. When it faded what looked like a large orange-skinned humanoid dinosaur was standing in front of them. He had a long neck and his limbs were thick and large while his tail swung to and fro idly he stood at a whopping 10 feet tall. “Not bad.” he said, in a deeper and more gravelly voice. He then looked at his large hands, “Hmmm let’s see.” he walked to a table and picked it up. “Super Strength.” he said, while the two watched.

He then raised it up and slammed it on his head, “Thick Skin barely felt that… let’s see…” he closed his eyes, then he began to grow! As he did plates began to appear on his body and his spine began to grow dorsal plates similar to a Stegosaurus he grew larger and larger eventually he stopped to around 15 feet, “Cool growth powers!” he cheered, which sounded strange indeed with his new gravelly voice.

Gwen’s mind instantly went into the gutter as she wondered if he could still use those powers in his normal human form. Considering that he said he could use some of his alien’s powers, she had hopes. Her mouth began to drool at the thought of his dick grown to crazy huge proportions. She slurped up the drool and watched as Ben shrank before flashing back to his normal self.

Elena walked to Ben, “Wow Ben, you got all this cool stuff now!”

Ben preened a bit, “Yeah, I’m pretty cool huh?” he gloated with no shame.

Gwen stood up, “Hey Ben, can you use it now?” she asked.

Ben blinked, “Ohhhh you mean-! Yeah let’s see.” he closed his eyes and was about to use the power when he realized, “Oh what should we call him?” He asked.

Gwen frowned at the delay then began to think, “Well he looked like a dinosaur and he grows… you could probably become humongous!” she said.

Ben smiled, “Humongosaur!” he yelled in triumph before he scrunched up his face in concentration.

He planned to start simple and held out his hand, focusing on the alien’s power… and slowly but surely his hand began to grow bigger and bigger till he felt gravity start to pull but thankfully he could call on some of Fourarms strength to hold him up. He then opened his eyes and looked at his hand, which had become huge, about the size of a man’s hand.

“Nice!” He exclaimed before he concentrated again and it shrunk down.

Elena approached him quickly. She pressed herself against him and whispered in his ear, “How about you make something… more personal bigger?” She purred.

Ben smiled, “Whatcha mean?” He knew what she meant but wanted her to say it first…he already had two girls, a third would be nice, especially since his stamina was only getting higher and higher.

Elena glared at Gwen, “Let’s just say it’s something she can’t have.” and she grabbed his hand and began pulling him away.

Gwen was instantly at Ben’s side “Whoa there, where do you think you’re going?”

Gwen growled in response, tensing up to act.

Ben smiled, “Hey Gwen cool it,” He placated, “No need to get jelly.” he teased, her cheeks puffed up as she pouted.

Elena glared at Gwen, “Jealous? Why? Not like you two could see each other as Cousins.” she said sarcastically.

The following silence was long and hard. Eventually Gwen cleared her throat, “I did say we complimented each other… very… very well.” she explained slowly.

Elena’s eyes widened, both could clearly see the look of disgust and shock, but the next sentence surprised them, “I see someone is a little kinky… but I too have some powers!” she said her eyes became wider and she pulled away from Ben, “Uh... “ she raised a hand to her mouth as if she couldn’t understand why she said what she had said.

Ben looked at her coolly but his mind was already going into overdrive, “Really, you have powers? Let’s see’em, you got my interest!” He exclaimed excitedly, ignoring the look of anger that Gwen shot his way.

Elena looked at him, “Uh… sure! But, uh, don’t tell dad okay?” She requested sheepishly, still a bit confused.She hadn’t meant to say that... but she was eager to show off her stuff. She walked to the broken table and held out her hands, from her hands small blue leaf-like objects came out and began to cover the table, as it did the leaves multiplied and eventually began to meld together then it began to form into the table and then it flew back to Elena.

Ben and Gwen gaped at the reformed table, they walked to it and ran their hands over it, no cracks, no defects it was fixed, and even sturdier than before, as Ben hit it with some enhanced strength and it only groaned in response.

“Neat!” He complimented, internally a bit concerned.

Gwen looked at Elena, who was now grinning broadly, the comment had her concerned… but those strange objects… she had a feeling what they were, and if she was right she had a feeling that Elena had another surprise in store, one that could make Gwen not desirable in Ben’s eyes.

“Nanomachines?” she asked, it was the obvious guess.

Elena smiled, “Still the brainy Gwen… yes and no, they are Nano _chips_ , an alien device that crashed here about 4 months back. My dad took them home and built a lab to contain them. I can use them to do anything, including this!” what happened next glued both of the cousins eyes to her. Her body began to change her legs lengthened and thickened, her arms did as well, her chest began to swell and her buttocks ballooned. They watched as she got bigger and bigger looking like a teenager with every passing second her clothes reforming to fit. When she stopped she stood at a solid 5’9’’ with large basketball sized breasts, and a great big 30 inch booty, and long luscious black hair. She approached Ben and struck a seductive pose, “So Ben is this good enough for you?” she purred.

Ben was mesmerized while Gwen seethed with anger. She could do the same with magic but... she smirked, “Sorry Elena but Ben doesn’t think much of older women, he prefers girls like me!” she said and she grabbed her top and pulled it up, letting her breasts bounce free and her pants down so that her own big 30 inch booty popped out. As if to enforce this fact Ben’s gaze turned to Gwen.

But Elena only smiled, a slightly deranged smile, “Oh that’s a cakewalk, if anything I have the advantage here.” She challenged, snorting confidently before her body began to shrink but as she did her bust got even bigger and her booty also began to balloon yet again. Ben’s eyes turned and Gwen’s face turned into a mask of rage as Elena stood there her top gone while her skirt was hiked up in the back.

She was slightly taller than she originally was while her legs where deliciously thick, just plump enough to look sexy and not obese. Her breasts were bigger than Gwen’s by quite a sizable amount in fact they looked double Gwen’s current size. With thumb sized nipples, and large dark areolas, a showing of her butt it was large and round also it was double Gwen’s current booty a whopping 60 inches of smooth, and firm butt flesh. She posed again slightly awkwardly, “So Ben you want this?”

It was then she saw his crotch which was bulging out and a visible stain was forming on the front. “I’ll take that as a yes.” she said triumphantly and she grabbed his hand and lead him away.

Behind them, the swarm of Nanochips ate the table before following them out the door.

Left alone, Gwen stood there, red-faced with envy and anger.

Her hand shook slightly but violently, she knew this would happen but that didn’t make it any less hurtful, or infuriating. She had a solution though… but it would require more than her own current power.

She grabbed the jar and pulled it out, where Charmcaster was lying on her giant bust, while her huge butt wobbled as she snored away. Gwen shook the jar and Charmcaster woke up, “Wh-Wh-what what!?” She shouted aloud. Then she saw Gwen she was about to make a sarcastic comment when she saw the tears in Gwens’ eyes. While Gwen was indeed her greatest and most hated rival a ‘big sister’ part of her was concerned, “Why are you crying?” she asked.

Gwen feeling the tears now wiped them away before sniffing, “I-I’m not!” she hotly denied, “I need your magic!” she said, She opened the jar and placed her finger on Charmcasters body and began to absorb magical energy from her tiny captor feeling the power flowing into her she began to alter herself, _‘Ben is mine! I won’t let anybody else have him!’_ she huffed jealousy.

**-Ben-**

Ben watched as the Nanochips turned the table into a bed, they had gone deep into the woods now, and Elena used the Nanochips to create a small shack which they were inside of. While it was true that he was hard as a rock and eager for sex, a part of him was watching her closely, observing Elena with a shrewd and critical eye. He knew something was up, and he had a feeling it had something to do with these Nanochips, accessing some of Grey Matter’s brain power had told him that the Nanochips were bioorganic aliens and were ruled over by a Queen. Ben suspected that this Queen was inside of Elena… but considering the fact that her father was researching them he didn’t know she had it. Ben had no idea what the effects of harboring such a creature inside her body would have on Elena, but he was keeping an eye on her very carefully for any signs of distress.

For now though he would first fuck then find out, when the bed was finally done she got onto it and gestured for him to come. He casually tossed his clothes off and walked forward with his hard 19 inch length of his seemingly endlessly growing schlong. “You didn’t have to make yourself that big to impress me Ben.” Elena said.

Ben smiled, “Sorry, but this is how big I am normally. My baseline.” he admitted.

She blinked, “Ben no jokes.” she said, nervously.

He smiled “Look I don’t know all of his powers but I think Humongosaur can’t make himself _smaller_ than he actually is.” he said and to prove it his dick began to grow; he let it grow until it was a sizable 28 inches and his balls became as big watermelons then it began to shrink till it once again was 19 inches, however he kept his enlarged balls.

Elena simply gaped.She couldn’t believe what she saw but it was true, his dick was naturally 19 inches long, “You’re huge!” she blurted.

He nodded, “Yeah hard to think it wasn’t this big a few months back.” he commented casually rubbing his head.

Her jaw dropped, “Wait you weren’t always this big?” She asked, a part of her mind wondered if he was going to get even bigger… if he was then even with the Nanochips she might not be able to take him all the time. But a voice spoke in her mind _“Then we make more! More to alter!”_ it said. She nodded and from behind her back Nanochips fell and went into the bed before going out the wall to start creating more.

Ben didn’t see it, but his ears caught the sound. he thanked Wildmutt’s enhanced senses for that.

He got onto the bed and crawled up to her, his huge dick throbbing visibly, while his gargantuan balls dragged on the bed. bloated with sperm. When he was close enough he leaned in and kissed her large breasts, he was careful to actually kiss her yet... not till he figured out how to get Franken Volt’s powers through his body.

He grabbed her massive boobs and began to play and tease them. Elena was surprised at how much of a reaction it gave her. She had heard larger boobs were more sensitive but till now she hadn’t believed it, now she orgasmed barely 40 seconds into the foreplay.

Ben noticed, and also noticed her bewildered expression, “Eh, it’s ok, my fingers are like magic.” he claimed, that and he was drawing from his experience with Charmcaster. He made sure to keep his mouth as far from her body as possibly only moving in to give light, quick pecks. He pulled, released, groped and bounced her boobs like mad, Elena orgasming again after a minute of this.

  
She panted as the orgasm petered out and she looked at Ben, “B-Ben I can’t take it any longer I need you in me!” she begged and she reached for her labia pushing it apart. He smiled, his horniness wanted to ram it in… but caution told him to hold… though the impulsive, horny side of him was winning, he wanted to see her belly get stretched by his huge schlong and then to see it filled with cum!

It was simply too tempting, and he grabbed his dick moving toward her quickly on his knees and pushed his huge head into the spread lips. She gasped as she felt it push in then start to spread her insides. She winced with pain as he got in the first 3 inches.

He saw it and stopped, but she had other ideas. “K-Keep going I can take it!” she bravely declared.

He was silent then kept pushing in, her tightness reminded him of when he took Gwen’s virginity… but somehow it felt sweeter, maybe because his dick was bigger now.

He pushed it in until he was down to the hilt, his eyes on the bulge forming in her stomach that pushed up, bulging her skin out. Ben shifted so that his hands were on the backboard of the bed and his legs could straighten up just enough to pull out 12 inches of cock meat out. Elena gaped at the monstrous cock and the fact that inside of her was still 7 inches of it, she had thought she was prepared for this but she quickly realized she wasn’t.

She opened her mouth to speak but the words that came out were not her own. “More! Give me more!” she gasped.

Obliging, Ben began to move, thrusting in and out, but internally he was worried, whatever was controlling her was becoming dominant of her actions. Ben thrusted hard and fast, assaulting her senses, hopefully whatever was controlling Elena was tied to her nerves and emotions and maybe he could cause it to manipulate her more blatantly. Slip up, so he could really catch it and call it out, without Elena getting defensive.

Elena was moaning and gasping loudly as he began to thrust with such speed and force it was almost painful but the pleasure was mixing in with her. Tears scalded her eyes, she wanted to shout how much it hurt but she couldn’t, every time she tried it came out as a hot gasp. Inside of her the Queen was raging a two front war, on one front she was resting control from Elena, who was desperately trying to assert herself. On the other front she was linked with Elena’s sensations in an attempt strengthen her hold on the human but… she felt everything Elena felt, and by god this Ben knew how to work a female. She then felt his cock bulging signaling an orgasm, this was her chance to go inside and use his body to get into the Omnitrix, if she could access it she could use it’s DNA changing powers to create an invincible free shifting army!

Ben smiled as he felt his cock bulge, he could feel his insides crackling with electricity as he finally figured out how to use Frankenvolt’s power. As a result he was making himself orgasm now, if the Queen really was in Elena then she would see this as a moment of weakness “I’m cumming!” he declared and he rammed his dick in and began to unload. As he did Elena’s legs came up wrapped around his butt and pulled him in. He began to charge up the electricity as his cum made her belly bulge again and again with every powerful shot her belly grew bigger and bigger till it eclipsed her body, but already the Nanochips were taking the cum and absorbing it turning it into mass helped by the chips she had sent out earlier.He waited till his final shot was done, then feigning weakness he flopped onto her large bloated belly. “Oh damn I’ve never cummed that hard in my life.” he gasped even as her belly shrank rapidly.

Inside of Elena the Queen began to move, heading for her pores to infect Ben when suddenly the door to the hut was kicked open. The two turned and saw Gwen standing there… but it was a different Gwen she was taller by a foot, with huge pumpkin sized boobs, a thin waist, wide hips, huge juicy bubble butt and thicc tasty legs. Ben’s dick, shot up inside of Elena instantly and with her belly having shrunken down back to normal it was clear to see he was aroused. Elena felt a jolt of jealousy, she used a similar body before and he didn’t even get a slight thump of arousal that jolt was enough to give her strength to temporarily suppress the Queen. Gwens smirked, “Sorry Elena but I can’t have you stealing Ben from me.” she declared.

Ben, mesmerized by Gwen’s sudden entrance, was head over heels for Gwen then he remembered the fact that Gwen had derailed his plans. He was about to say something when suddenly he felt something pressing him face first into the bed. Elena had suddenly begun to grow out her boobs to the point they filled the small hut. She smirked, “Steal Ben from you? That’s my line, I will do what I need to make sure Ben loves me and only me!” She crowed as she laid on top of her monstrous bust. “That the best you can do?” she mocked, part of it was Elena the other part was the Queen. She then shrunk her boobs and the hut began to slowly be eaten away by the Nanochips, it became clear as to why as Elena began to change again.

Ben gasped as he got up, his balls having been shrunken down to their original size as he turned to face Elena. “I can change my body however I want!” she began to grow becoming bigger and bigger till she stood over 20 feet tall, “I can be like this!” she then shrank as she did though her breasts enlarged, as did her nipples she reached for the nipples and began to rub them milk spurting out, “Or like this!” her breasts shrank and she turned showing off her butt which was ballooning larger and larger. She then began to twerk her huge bottom bouncing up and down with such force it would wrecked the walls if they were still there. She then turned her huge booty shrinking, and her belly starting to swell up, “I can be any kink he wants, preggo,” she suddenly grow multiple arms and boobs, “Multiple limbs,” her nipples leaked milk again “Lactation,” she shrank herself till she was like a doll, “Tiny,” Ben’s dick throbbed as he remembered Charmcaster, grew and flexed a muscular body “Even muscular!” her body then began to grow again. “Whatever he wants I can make and there’s nothing you can do to stop me!” she said but as she said ‘nothing you can do…’ her voice changed muscular arms sprouted from her body while an antenna’s sprouted from to the top of her head, while her mouth warped becoming an insect’s maw. Her eyes became compound eyes, and her finger’s turned into claws.

Ben grabbed his omnitrix, “Looks like her true colors are showing.” he said, and he stood up his dick and balls shrunk down to normal while Gwen stared up confused.

Elena’s eyes widened, “Tch and here I thought you were just a stupid child.” Said the Queen using her mouth.

Ben smiled, “Trust me the sex was awesome, but I knew something was up, when I revealed my relationship with Gwen Elena said what an ordinary person wouldn’t say.” he said, “That’s what gave you away. Now get out of her body now! Before I fight back.” he warned.

Gwen was confused, “Ben what’s going on?” She asked.

Ben shook his head, “I’ll explain later Gwen, get outta here.” he ordered, still confused she stepped back slightly, as Ben slammed the Omnitrix his body changing into Frankenvolt.

Thankfully he was wearing pants in this form otherwise they would’ve seen an unpleasant sight.

“You got three seconds to get out, Bug, before I zap all of you!” he warned. “One!” the dynamo coils on his back began to spark, “Tw-OOOGH!” he was slammed by a huge arm and went flying hitting through several trees, hitting the ground bouncing up and then coming down painfully onto his front. “Ok that was not cool!” he growled as he got up and ran to the Queen possessed Elena.

The Queen, ignoring Gwen, charged Ben on new multiple spider-like legs. He charged up a ball of electricity in his hands thrusting it forward the ball flew to the Queen who shifted her body so that it sailed harmlessly into a tree.

She swung a claw he caught it then he charged electricity in his free hand and held it up against the other coming at his blindspot. The electricity hit the claw and the Nanochips fell blackened and dead. The Queen shrieked, “Argh! You insolent human freak!” she screeched, Ben smirked.

He charged his hand again and went to chop off the claw he was holding on when she spun on the spot and he was sent flying again this time he landed on his feet. Gwen had been watching and she looked annoyed, “That’s it! I don’t know what’s going on but I’m getting in on this!” she said and her body shrank back to normal and with a wave of her hand, her lucky girl costume materialized on her body. “Take this!” she shouted and muttering an incantation she shot of a beam of magical energy at the Queen. The Queen, distracted by Ben, howled as the beam hit her back and began to make the Nanochips crackle and spark. They fell off and the Queen turned only to get hit by lightning from Ben, and began the strangest game of tennis, back and forth the two bombarded the Queen killing off more and more Nanochips. She shrieked in frustration and then began to spin on the spot, as she did Nanochips began to fall off becoming a whirlwind of organic metal. Then she flew into the air leaving behind Elena stripped of Nanochips and unconscious.

Ben ran up and caught her, he looked at Gwen, “Take care of her! I got a bug to squash!” he said, she nodded but reluctantly, and he lowered her down then he switched to XLR8 and sped away toward the Queen. Gwen looked at Elena and the anger she had felt now was a bitter pity. She used magic to summon some clothes and dressed her then she sat down thinking.

**-Inside Validus Mansion-**

Max grunted as he fired a beam at a wildly screaming townsfolk that ran at him with unnatural speed, at his side was Victor. The two in the mansion slowly backing into the corridor that lead to the Nanochips. Things had been fine until about 5 minutes ago, they were outside talking, when suddenly the towns folk began to attack them like zombies… but unlike regular zombies they ran toward them instead of shambling forward like traditional zombies. The two Plumbers had been stunning them using some good ol’ Plumber tech but the zombies were slowly shrugging off the effects… pretty soon they would be forced to use lethal force. “Care to explain Victor?” Max shot at his friend.

Victor shook his head, “I don’t know I’m just as confused as you, all the Nanochips we have are in the holding cells below… unless…” his eyebrows furrowed as a possibility occurred to him, “Unless the Queen did come but separate from the main group, she’s probably controlling one of the citizens.” he said.

Max groaned, “Well that’s just great… we gotta figure out something before we end up-” he stopped as the zombies suddenly froze then straightened up. Now that they weren’t charging he looked at them. They appeared normal but then he saw strange tumor-like growths on their body mostly near the chest, and face. “You see that?” He pointed out, Victor nodded, “If we can get the Electro-Blasters we might be able to aim for those parts and destroy the Nanochips… without hurting them too badly… or we can wait for Ben to save the day.” he said.

Victor gave a mocking snort, “I doubt a child can help us now.” he said clearly not believing in the shape-shifting young hero.

Max smiled, “You haven’t seen what he can do with the Omnitrix.” he pointed out.

Victor shook his head, “I think you give a child too much privilege.” He countered.

Before Max could respond the zombies turned and stepped back, a swarm of Nanochips surged toward the two Plumbers and they fired rapidly but were overtaken by the swarm and slammed into the walls containing the other Nanochips. As they grunted something walked in… something that looked like Elena… but more insect-like. Neither of the two had a doubt as to who this being was, “The Queen!” they both said.

The Queen smirked, “My, my you haven’t met me and yet you know what I am! You will make excellent hosts while I recover from my battle with that human.” she said in truth this big body was a shell she was nestled in the very center of it. “Your daughter was quite the fool to think I wouldn’t use her for my own ends Victor.” Victor narrowed his eyes.

He had assumed that the Queen was assuming his daughter’s identity to mock him but now he realized there was more behind it. “So you did come to earth and you tricked my daughter into infecting her… What have you done to her?” he shouted.

The Queen cocked her head then it began to turn unnervingly, “She’s fine she’s with the boy… and the girl and their dark secret… I wonder if you wou-” she was cut off by something zooming through her fake body causing the Nanochips to break precisely in a shape the shape of a running XLR8, the Queen was thrown out of her fake body which crumbled without her guidance. Though dazed she recovered quickly, using the Nanochips infecting the humans to create another body, the humans falling unconscious as the lumps of alien’s were drawn out. This time this body looked more like a larger version of herself though she was armed with bladed arms.

  
Ben switched into Diamondhead, “Two can play at that game!” said the mature sounding voice of the alien. He held up his crystalline hands and morphed them into blades as well.

The Queen hissed, “Foul human! I’ll break through you!” she snarled and she began her attack. A ferocious clash of blades began at first it was even but as the battle continued it became clear that Ben was the better user. He struck with fast and precise strikes, striking with a secondary blow between his major ones, every slash blocked was met with a quick stab that caused her to use more Nanochips to heal the damage.

Max could see what Ben was doing, by damaging the Queen he was hoping to remove the Nanochips inside the people before going for the final blow. But there was another layer to the plan, he couldn’t see it but currently the Omnitrix’s scan mode was silently working, the omnitrix symbol glowing a slight yellow as it absorbed the DNA of the Nanochips. Ben concluded that the best way to deal with the Queen was to actually fight her. He was slowly losing ground though he didn’t show it. His plan was working, and he had to make sure it did so to the end.

The Queen was confused, why was the human going for this sword battle? It was clear he was the superior after all she had to use up the nanochips in the hu-... _‘That little filth!’_ she realized what his plan was. “I won’t lose to a stupid human!” she screeched and she began to draw on all her Nanochips, extracting them painfully from the humans who screamed in pain as their fleshy lumps exploded blood pouring out.

Ben gritted his crystalline teeth, “Grandpa get some medical supplies out. I’m taking this fight outside!” he said. He changed turning into Frankenvolt again, “Hope you like some electric thunder!” he shouted and he created a barrier of electricity pushing the Queen out the mansion taking care to use his electricity to slide the wounded and groaning humans toward his grandpa and Victor. The Queen backed off unable to stand the electricity, however she nearly had all the Nanochips and she could use them to kill him outside.

When Ben pushed the barrier forward she fell back and he watched as she turned into a towering giant made of Nanochips to give the illusion of a giant body. Ben reverted back to his human form with a flash of green. “You think I can’t beat you cause I don’t have an alien small enough to find you…” The queen’s giant body smirked. “Had that been about 40 minutes ago you would’ve been right but.” he grabbed the Omnitrix the control module rising he began turning it till he found it his other new alien. “Unfortunately for you I made plans!” and he slammed down it down his body flashing green and floating where he had been standing miniaturized was Ben in his new Alien, “Nanomech!” he shouted in a tiny voice. The smirk faded from the Queen’s face.

  
She had to kill him now! “Attack!” she shouted but he flew around the giant hand of Nanochips and into the cracks. He could see the millions of drones all put together to form a seemingly sold mass. He flew up through the other Nanochips, avoiding as they turned and began firing blasts of energy at him. He responded by firing his own blasts but his were larger and stronger he cut large sweep swaths through them. He traveled up the arm and into the torso where he blasted through and saw the Queen, hovering while surrounded by a swarming sphere of nanochips. “You mock me by becoming our race! But… that means that I can control you now!” she cackled with glee.

Her eyes glowed a sickly green, Ben heard it her voice in his mind… but he knew it wouldn’t do anything, “Sorry Queenie but I’m only half-Nanochip and that’s enough for me to hear but not enough to obey.” he held up both hands and fired a beam at the disbelieving Queen but the sphere suddenly began to rotate rapidly and the beam hit the Nanochips dispersing them but also rendering the Queen injury free.

The Queen snarled, “If I can’t control you then I’ll kill you!” she hissed and she held up a clawed hand. She threw it forward and that was when Ben smiled, she didn’t understand till he began to glow green.

Ben changed into Buzzshock, and while he was bigger he was still small enough that he could be inside of her fake body, “Gotcha sucker! BUZZSHOCK!” he shouted and he let loose with a powerful electrical bolt the Nanochips could do nothing and neither could the queen as green lightning hit her sphere sparked off the Nanochips then into her. She howled as she was evaporated and then the lightning bounced off from one Nanochip to the next. Before it could totally fry them all Ben controlled the electricity so that it withdrew back in him. He turned back into his new Nanomech alien. He confirmed that the big, bad Queen was indeed gone her voice was no longer in his mind… and if it wasn't in his mind it wasn’t in the other Nanochips. He watched as they fell some dead but most unable to think of their own free will without a Queen controlling them. Now came the next part of his plan, he concentrated mentally focusing on sending his will out to the Nanochips, he felt it small electrical connections sparking in his alien brain despite losing the Queen enough of the Nanochips were still reaching out for some figure. He showed Elena, and what they could do to make her a new Queen all they would have to do was to alter her mind just enough that she could become their new Queen. He waited for a response the Nanochips were still then some began to float up toward him he nodded, and flew off a small cloud behind him as he did to Gwen and Elena’s location.

**-Several Hours Later-**

Ben sat in the living room of the Validus household, Victor was staring at Ben with shock and awe while Max rubbed his chin Gwen was resting her head on Ben’s shoulder while Elena was examining her hand. “So let me get this straight,” Max began, “You convinced the Nanochips to accept Elena as Queen after killing their own Queen… and you had them alter her brain so that it could command them the same way the Queen did?” he asked. Ben nodded, “And they won’t try to take her over and convert her into how their Queen was?” Ben nodded again.

He looked at Elena, “However just in case they do I think Elena should come with us. I can keep track of them with Nanomech and in the meantime she can get used to her new powers.” It was at that moment that Gwen stood up and walked toward the stairs heading up to the guest room. Ben got up as well, “Uh, be right back.” he said hurriedly and he went to see what had upset Gwen so much. He found Gwen on the bed her face buried in the pillow, “Gwen what’s wrong?” he asked. Gwen kept her face in the pillow, he didn’t understand then a sudden thought hit him, “A… Are you jealous!” he asked incredulously.

She raised her head and he saw her red puffy eyes, “I am not jealous!” she snapped.

Ben sighed, “Gwen, Gwen... “ he muttered almost sadly, he got on the bed and gently grabbed her she pulled away. But when he grabbed her again she didn’t pull away, he pulled her close and kissed the top of her head then he pulled her in for a hug. After a while she released the pillow and hugged him back.

They were like that for several seconds then she felt his hand on her butt, “Ben… you won’t… forget me will you?” she asked in a whisper.

Ben laughed, “Gwen you will never not be my number 1 girl if that’s what you’re worried about, you’ll be my top girl.” he said, “And to prove it to you, I’ll fuck you for the whole week straight.” he said, and this time the two kissed on the lips. “I’m all yours.” he purred, if Gwen had been a cat she would’ve been purring at that. But as they embraced each other, Gwen couldn't help but feel a nagging stab of venomous contempt twist in her gut at the thought of Elena joining with them...


End file.
